Ansaldo STS is listed on the Star segment of the Italian Stock Exchange for top companies that meet specific, binding requirements: high levels of transparency and disclosure, excellent liquidity (35% minimum free float) and corporate governance in line with international standards. The Ansaldo STS share was returned in the FTSE MIB index on 7 April 2015.
Ansaldo STS’ corporate governance system is designed to maximise value for shareholders, monitor business risks and achieve transparency with the market balancing the interests of all its shareholders, especially its small ones.
Share capital and dividends
Ansaldo STS’ subscribed and paid-in share capital amounted to €100,000,000 at 31 December 2014, consisting of 200,000,000 ordinary shares with a unit value of €0.50. No other categories of shares or financial instruments convertible into or exchangeable with shares have been issued.
During their extraordinary meeting on 23 April 2010, shareholders approved a share capital increase through a bonus issue of €50,000,000, to be carried out using the entire reserve for capital injections of €47,679 thousand and the reserve for goodwill arising on merger for the residual €2,321 thousand, issuing 100 million new ordinary shares with a nominal value of €0.50 each.
The share capital increase was to be carried out by 31 December 2014 in five annual instalments of €10,000,000 each, consisting of 20,000,000 newly issued ordinary shares. The fifth and final instalment was issued on 14 July 2014.
The shares issued in each instalment were distributed with an allotment ratio for newly issued shares calculated on the basis of outstanding share capital at the date each individual instalment was issued.
A correct interpretation of the type of transaction has been given in each announcement, to meet the relevant legal requirements, considerable emphasis on the methods of the share capital increase and explanations to shareholders/ investors, verifying that the media and other entities have correctly presented the type of transaction.
Ansaldo STS is managed and coordinated by Finmeccanica S.p.A., pursuant to article 2497 of the Italian Civil Code. In December 2014, based on the records in the shareholders’ register and considering the reports received pursuant to article 120 of the Consolidated finance act and other information received, the following investors directly or indirectly held 2% or more of the company’s shares:
|Investor||No. of shares||% held|
Earnings per share and dividend
The company distributed dividends for the first time in 2007 following its stock market listing on 29 March 2006.
In relation to 2014, the company will propose a dividend of roughly €30 million to the shareholders’ meeting in 2015, corresponding to €0.15 for each of the dividend-bearing shares.
The dividends paid in 2014 related to 2013 results amounted to €28.8 million, equal to €0.144 per share, adjusted to consider the fifth and final bonus issue on 14 July 2014.
|Basic and diluted EPS||0.43||0.40**|
|Dividend per share||0.15*||0.144**|
* As proposed to the shareholders
** Recalculated following the bonus issue of 14 July 2014 The TSR (Total Shareholders’ Return) calculated on an annual basis from the listing to 31 December 2014, including dividends paid during the period, is 12.5%.
Ansaldo STS’ main objective is to maintain ongoing dialogue with the Italian and international financial community, providing sensitive information to the market in a timely and transparent manner and ensuring the correct valuation of the company, in line with its business model, strategies and targets.
The Investor Relations function reporting directly to the Chief Financial Officer constantly meets with the financial community to gain an understanding of its information needs and to support top management in communication decisions.
A number of surveys with counterparties confirmed the overall positive opinion of the Investor Relations team’s work, acknowledged as the company’s main point of contact with the financial community.
The function is also admired for its excellent know-how of the market, the company’s business model and strengths/weaknesses, as shared by the function head during meetings. The Investor Relations function is also known for its proactive and willing approach and the quality of the information generated.
Financial analysts are important stakeholders, and are vital for understanding the company set-up, the business and the strategies adopted by management.
Total actual coverage remained at 13 investment banks in 2014.
Some provide periodic sector research and competitor analyses, which the Investor Relations function collates, studies and distributes internally, together with official market disclosures.
Each quarter, prior to the issuing of financial results, the Investor Relations function requests brokers assigned to the company’s share function their latest forecasts on the company’s key results indicators.
The company then calculates the averages and sends this consensus request back to the individual brokers, who can compare it with their own forecasts.
This is an accurate update of sellside analysts’ perception, which is discussed and considered by management.
This underscores the attention that Ansaldo STS devotes to considering financial communications as a two-way, in which it is important to gather the market’s perception and suggestions, as well as disclosing information.
With regard to communication activities, the annual plan is used to program and develop Investor Relations activities. The aim is to spread and communicate the company’s market analyses, policies and strategies.
Ansaldo STS took part in important conferences and roadshows in Europe’s capitals, including London, Paris, Milan and Zurich, in 2014.
As part of the cost cutting and efficiency goals constantly pursued by the company, it opted to use video/conference calls and visits to company offices, thus decreasing travel days.
Though its resources and the quality of its intrinsic activities remained the same, in 2014, the Investor Relations function took on the monitoring and analysis of the market and the competition, in order to support management.
In addition to its daily focus on and weekly circulation of market “rumours”, the department periodically distributed in-depth analyses and updates on the performance of competitors, markets and main business sector analyses.
Starting from 2014, the function also drafts a monthly Market Report, which sets out analyses on the performance of the markets, peers and significant macro-economic events of the period.
Transparency and accuracy of information
The Investor Relations function also pursues its mission by ensuring total transparency of communications and offering the market all necessary information to enable investors to base their decisions on complete, correct and timely information. Accordingly, all company communications entail absolute compliance with legislative and regulatory provisions, but are easy to understand, thorough and offer consistent disclosure to all investors. Communication about Ansaldo STS outside the company is made exclusively by functions appointed for this purpose and in accordance with company procedures aimed at ensuring the truthfulness and correct disclosure of such information.
Share performance and analysts’ rating
The official share price in the 31 December 2013 to 31 December 2014 period rose from €7.85 (€7.07 updated following the fifth and final instalment of the bonus issue on 14 July 2014) to €8.33. This 17.9% increase is mainly due to speculation following the strategic review of the transport sector currently being carried out by the majority shareholder, that is Finmeccanica.
The share’s period high and overall company record of €9.16 was recorded on 31 September 2014 and its low of €6.53 on 17 June 2014.
An average 1,038,047 shares were traded daily in the period, compared to 1,122,868 shares traded in the previous year. The decrease is also due to Ansaldo STS’ exclusion from the FTSE MIB index as of 21 March 2014, as detailed below.
The FTSE Italia All-Share index lost 0.3%, while the FTSE Italia STAR index rose 9.6%.
Following the review of the FTSE MIB index (which consists of the 40 most-capitalised shares on the exchange) on 5 March 2014, the FTSE Italia Index Policy Committee announced that Ansaldo STS had been excluded from the index. The review considered the prices and volumes traded up to the Monday of 4 weeks before the review. The exclusion became effective after the close of business on Friday 21 March 2014 (and, hence, from Monday 24 March 2014). Accordingly, the Ansaldo STS share is now included in the FTSE Italia Mid Cap index.
The fifth and final instalment of the bonus issue was carried out on 14 July 2014 with the issue of a further 20,000,000 new shares, distributed to eligible shareholders in the ratio of one share to every nine held.